Form 8-K

8-K — Cartesian Growth Corp III

Accession: 0001104659-26-067117

Filed: 2026-05-28

Period: 2026-05-27

CIK: 0002049662

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2615767d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615767d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

May 27, 2026

Cartesian

Growth Corporation III

(Exact name of registrant as specified in its charter)

Cayman

Islands

(State or other jurisdiction

of incorporation)

001-42629

(Commission File Number)

N/A

(I.R.S. Employer

Identification No.)

505

Fifth Avenue, 15th Floor

New York, New York

(Address of principal executive offices)

10017

(Zip Code)

(212)

461-6363

(Registrant’s telephone number, including

area code)

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

CGCTU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

CGCT

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

CGCTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company x

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 27, 2026, Cartesian Growth Corporation

III (the “Company”) held an extraordinary general meeting of shareholders (the “Special Meeting”)

in connection with the Business Combination Agreement, relating to a proposed business combination between inter alios, the Company, Fenway

MS, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Factorial Inc., a Delaware

corporation (“Factorial”), as described in the proxy statement filed by the Company with the SEC on May 6, 2026 (the

“Proxy Statement”). Present at the Special Meeting were holders of 23,238,775 of the Company’s Ordinary Shares

(the “Ordinary Shares”) in person or by proxy, representing 67.359% of the voting power of the Ordinary Shares as of

May 1, 2026, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction

of business. As of the Record Date, there were 34,500,000 Ordinary Shares issued and outstanding.

At the Special Meeting, the Company’s shareholders

approved the Business Combination Proposal, the Domestication Proposal, the BCA Stock Issuance Proposal, the PIPE Stock Issuance Proposal,

the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the ESPP Proposal,

and the Director Election Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Advisory Organizational

Documents Proposals, as defined and described in greater detail in the Proxy Statement, contained six non-binding advisory proposals.

The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s

shareholders as the Business Combination Proposal, the Domestication Proposal, the BCA Stock Issuance Proposal, the PIPE Stock Issuance

Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the ESPP

Proposal, and the Director Election Proposal each received a sufficient number of votes for approval. Terms used herein and not otherwise

defined shall have the meanings assigned to them in the Proxy Statement.

Set forth below are the final voting results for

all the proposals presented at the Special Meeting:

The Business Combination Proposal

The proposal to approve the Business Combination

Agreement and the transactions contemplated thereby was approved. The voting results were as follows:

For

Against

Abstentions

20,948,365

2,287,265

3,145

The Domestication Proposal

The proposal to approve the change of the Company’s

jurisdiction of registration from the Cayman Islands to the State of Delaware was approved. The voting results were as follows:

For

Against

Abstentions

20,948,475

2,287,265

3,035

The BCA Stock Issuance Proposal

The proposal to approve the issuance or potential

issuance of shares of PubCo Common Stock to the shareholders of the Company in the Domestication and stockholders of Factorial in the

Merger pursuant to the Business Combination Agreement and for purposes of complying with the applicable provision of Nasdaq Stock Market

was approved. The voting results were as follows:

For

Against

Abstentions

20,948,432

2,287,263

3,080

The PIPE Stock Issuance Proposal

The proposal to approve the issuance or potential

issuance of (i) shares of PubCo Series A Common Stock to the PIPE Investors in the PIPE Investment pursuant to the Investor Stock Purchase

Agreements and (ii) any other issuances of PubCo Series A Common Stock pursuant to subscription, purchase or similar agreements the Company

or Factorial has entered, or may enter, into prior to Closing, and for purposes of complying with the applicable provisions of Nasdaq

Stock Market was approved. The voting results were as follows:

For

Against

Abstentions

20,943,027

2,287,668

8,080

The Organizational

Documents Proposal

The proposal to approve and adopt the Company’s

new certificate of incorporation and bylaws in connection with the Business Combination was approved. The voting results were as follows:

For

Against

Abstentions

20,948,432

2,287,263

3,080

The Advisory Organizational Documents Proposals

Approval of, on a non-binding advisory basis,

the six sub Advisory Organizational Documents Proposals. The voting results were as follows:

Sub-proposal 1 – Authorized Shares

For

Against

Abstentions

19,807,551

3,421,544

9,680

Sub-proposal 2 – Exclusive Forum Provision

For

Against

Abstentions

20,232,421

3,003,274

3,080

Sub-proposal 3 – Adoption of Supermajority

Vote Requirement to Amend the proposed PubCo Organizational Documents

For

Against

Abstentions

19,849,681

3,386,014

3,080

Sub-proposal 4 – Removal of Directors

For

Against

Abstentions

19,850,504

3,384,191

4,080

Sub-proposal 5 – Action by Written Consent

of Stockholders

For

Against

Abstentions

19,850,781

3,384,959

3,035

Sub-proposal 6 – Other Changes in Connection

with Adoption of the proposed PubCo Organizational Documents

For

Against

Abstentions

20,949,442

2,287,268

2,065

The Incentive

Plan Proposal

The proposal to approve the PubCo Incentive Plan,

a copy of which was attached to the Proxy Statement as Annex K was approved. The voting results were as follows:

For

Against

Abstentions

20,575,853

2,656,287

6,635

The ESPP Proposal

The proposal to approve the ESPP, a copy of which

was attached to the Proxy Statement as Annex L was approved. The voting results were as follows:

For

Against

Abstentions

19,848,905

3,384,290

5,580

The Director

Election Proposal

The proposal to approve the election of seven (7) directors to serve

on the PubCo board of directors until their respective successors are duly elected and qualified was approved. The voting results were

as follows:

Class of Director

Name of Director

For

Against

Abstentions

III

Siyu

Huang

20,058,906

2,289,920

Alex

20,055,156

2,293,670

III

Joseph M. Taylor

19,705,156

2,643,670

Uwe Keller

20,058,906

2,289,920

Liad Meidar

20,058,906

2,289,920

Dieter Zetsche

20,057,906

2,290,920

Jon Nelson

20,058,907

2,289,919

Shareholders holding 23,051,313 Class A ordinary shares exercised their

right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $239,964,168.33 (approximately

$10.41 per share) will be removed from the Company’s trust account to pay such shareholders.

As previously reported, on December 17, 2025, the Company entered into

a Stock Purchase Agreement (the “Institutional Investor Stock Purchase Agreement”) with a certain institutional investor

(the “Institutional Investor”) and a Stock Purchase Agreement (the “Sponsor Investor Stock Purchase Agreement”

and, together with the Institutional Investor Stock Purchase Agreement, the “Stock Purchase Agreements”) with an affiliate

of CGC Sponsor III LLC, the sponsor of the Company (such affiliate, the “Sponsor Investor” and, together with the Institutional

Investor, the “PIPE Investors”). Pursuant to the terms of the Stock Purchase Agreements, to the extent a PIPE Investor

purchases Class A ordinary shares of the Company on the open market, and agrees (i) not to transfer directly or indirectly such shares

until the Closing and (ii) in the case of the Institutional Investor, to vote such shares in favor of the proposals described above, or,

in the case of the Sponsor Investor, to abstain from voting such shares in connection with the proposals described above, it will reduce,

on a share for share basis, such PIPE Investor’s purchase obligation under its Stock Purchase Agreement. The Institutional Investor

and the Sponsor Investor elected to satisfy 2,000,000 shares and 1,470,764 shares of their respective purchase obligations through such

open market purchases.

Item 7.01 Regulation FD Disclosure.

On May 27, 2026, the Company issued a press release announcing the results of the Special Meeting.

A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01,

including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated

by reference into the filings of the registrant under the Securities Act or the Exchange Act, regardless of any general incorporation

language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained

in this Item 7.01, including Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press Release

104

Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARTESIAN GROWTH CORPORATION III

By:

/s/ Peter Yu

Name: Peter Yu

Title: Chief Executive Officer

Date: May 27, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615767d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Factorial and Cartesian Growth Corporation III Announce Approval

of Business Combination by Cartesian Growth Shareholders

Boston, MA -- May 27, 2026 -- Cartesian Growth Corporation III

(Nasdaq: CGCT), a special purpose acquisition company (“CGCT”), today announced that its previously announced business

combination (the “Business Combination”) with Factorial Inc. (“Factorial”), a leader in solid-state battery

technology, was approved at an extraordinary general meeting of shareholders (the "Meeting") of CGCT held on May 27, 2026.

CGCT plans to file the results of the Meeting, as tabulated by its inspector of elections, on a Current Report on Form 8-K with the

Securities and Exchange Commission (the “SEC”).

The closing of the Business Combination is subject to the satisfaction

of customary closing conditions. The combined company will be renamed as Factorial Energy Inc. and its shares of Series A common stock

and warrants are expected to begin trading on the Nasdaq Stock Market (“Nasdaq”) under the ticker symbols “FAC”

and “FACWW” respectively, once the transaction is closed.

About Factorial

Factorial Energy is a U.S. leader in solid-state batteries, delivering

industry-leading performance through its proprietary FEST® and Solstice™ platforms, engineered for scalable manufacturing and

developed in close collaboration with customers across drone, robotics, and automotive applications. Mercedes-Benz’ real-world road

testing in a lightly modified test vehicle achieved over 1,200 km of range on a single charge, while Stellantis-lab testing verified 77

Ah cells demonstrating high energy density, fast-charging, and robust use for energy and power performance across temperature extremes.

Backed by In-Q-Tel, the not-for-profit strategic investor for the U.S. national security community and America’s allies, Factorial’s

commercial partnerships include global automotive leaders such as Mercedes-Benz, Stellantis, Hyundai Motor Company, and Kia Corporation.

For more information, visit www.factorialenergy.com.

logo, FEST® and Solstice™, are trademarks or registered trademarks in the United States and other countries.

About Cartesian Growth Corporation III

Cartesian Growth Corporation III is a blank check company organized

for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization or engaging in any

other similar business combination with one or more businesses or entities. Cartesian Growth Corporation III is an affiliate of Cartesian

Capital Group, LLC, a global private equity firm and registered investment adviser headquartered in New York City, New York. Cartesian

Growth Corporation III is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. For more information

about Cartesian Growth Corporation III, please visit www.cartesiangrowth.com/cgc3.

Forward-Looking Statements

Certain statements in this communication may be considered “forward-looking

statements.” Forward-looking statements herein generally relate to future events or the future financial or operating performance

of Factorial. For example, Factorial’s expectations regarding consummation of the business combination, future financial performance,

manufacturing capabilities and operations, Factorial’s business plans, and other projections concerning key performance metrics

or milestones are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”

“should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”

“believe,” “predict,” “project,” “target,” “plan,” or “potentially”

or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties,

and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

While Factorial may elect to update such forward-looking statements in the future, it disclaims any obligation to do so.

No Offer or Solicitation

This communication shall not constitute an offer to sell, or the solicitation

of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or

approval in any jurisdiction in connection with the proposed Business Combination or any related transactions, nor shall there be any

sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This communication is not,

and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein

in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements

of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT

BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR

THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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